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<br />Features of the Master Development AQreement <br /> <br />.:. JQH will be constructing a full-service "upscale" hotel at the site. The <br />hotel will consist of a minimum of 10 stories and will contain a minimum of <br />275 guestrooms, a restaurant, day spa, and other recreational amenities. <br /> <br />.:. The 80,000 sq. ft. conference center will include meeting rooms, a <br />conference center, and one large ballroom sufficient to accommodate 1,000 <br />people for a banquet-style event. The conference center will be <br />constructed by the City using design-build contracting procedures and <br />design-build firm selected shall be acceptable to JQH. The City will own <br />the conference center and will lease it to JQH for operation. <br /> <br />.:. JQH shall continuously own and operate the Hotel and Hotel Site and shall <br />not, without the express written consent of the City (which may not be <br />unreasonably withheld), sell, convey, lease, sublease, or transfer JQH's <br />ownership of, or any interest in, the Hotel, the Hotel Site, or JQH's <br />leasehold estate under the Lease, or any portion thereof (whether by sale, <br />lease, sublease, assignment, deed of trust, mortgage, other instrument, <br />transfer of the beneficial interest in JQH or other means) (each, a <br />"Transfer") . <br /> <br />.:. As well as the operation lease, JQH will pay 30% of the note with bonds on <br />the $20,000,000 cost of the conference center. <br /> <br />.:. JQH agrees to comply with all applicable laws, regulations, codes, and <br />ordinances in performance of its obligations of this Agreement and the <br />Related Agreements including, without limitation, the LDC. To this end, <br />JQH shall cause its development of the Hotel on the Hotel Site to be <br />accomplished in accordance with the development schedule. <br /> <br />.:. JQH agrees to comply with all aspects of the Related Agreements and fully <br />perform its obligations there under. <br /> <br />.:. At all times during the Term, JQH must cause the Hotel to be continuously <br />operated, and the Hotel and Hotel Site (including, without limitation, all <br />landscaping constructed and/or placed thereon) to be maintained, in an <br />upscale condition and repair and ensure that no default occurs under the <br />agreement evidencing the Approved Franchise. The results of any quality <br />inspection made by the Approved Franchisor of the Hotel and/or the <br />Conference Center shall be made available to the City upon request. During <br />the Term, the Hotel must be operated as a full service, upscale hotel and <br />related amenities, open to the public and operating under and in <br />accordance with the standards of an Approved Franchise. <br /> <br />.:. The City shall lease the Conference Center to JQH pursuant to the terms of <br />the Lease. The Parties agree that the Base Rent owed under the Lease for <br />any calendar year during the term thereof shall be equal to the total debt <br /> <br />22 <br />